The WhiteWave Foods Co. announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a secondary offering of 29.9 million shares of its Class A common stock currently owned by Dean Foods Co. In addition, the underwriters will be granted a 30-day option to purchase Dean Foods’ remaining 4.5 million shares of WhiteWave Class A common stock. If the underwriters exercise this option in full, Dean Foods will not own any shares of our common stock following completion of the offering.
Prior to the offering, Dean Foods will exchange certain shares of WhiteWave Class A common stock that it now owns for indebtedness of Dean Foods held by certain of the underwriters or affiliates of those underwriters, who will then sell these shares of Class A common stock pursuant to the offering. WhiteWave will not issue any new shares of Class A common stock or receive any proceeds from the sale of Class A common stock in the offering.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
J.P. Morgan Securities LLC, BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey and Wells Fargo Securities will act as joint book-running managers for the offering. Credit Agricole CIB and Rabo Securities will act as co-managers for the offering. The offering will be made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933.